Savita Oil Technologies Ltd Directors Report

to the Members

Your Directors have pleasure in presenting the Sixty-fourth Annual Report, together with the Audited Accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	Year ended 31st March, 2025	Year ended 31st March, 2024	Year ended 31st March, 2025	Year ended 31st March, 2024
Total Income	3,86,886	3,81,516	3,85,970	3,81,209
Profit before Depreciation & Tax	18,921	29,010	17,992	28,690
Depreciation	2,358	2,275	2,421	2,316
Exceptional Income	-	-	-	-
Profit/(Loss) before Tax	16,563	26,735	15,571	26,375
Provision for Taxation:
Current	3,738	5,815	3,797	5,815
Deferred	575	491	582	483
Provision for Taxation no longer required	(127)	-	(127)	-
Profit/(Loss) for the year after Tax	12,377	20,429	11,320	20,076
Other Comprehensive Income	(113)	(46)	(113)	(46)
Balance brought forward from previous year	1,61,613	1,43,995	1,61,261	1,43,995
Profit available for appropriation	1,73,877	1,64,377	1,72,467	1,64,025
Appropriations:
Dividend	2,742	2,764	2,742	2,764
Tax on Dividend/Tax on buy-back of equity shares	849	-	849	-
General Reserve	-	-	-	-
Balance carried to Balance Sheet	1,70,285	1,61,613	1,68,876	1,61,261

2. SHARE CAPITAL

P ost completion of buy-back of 5,40,000 fully equity shares in the month of September, 2024, the paid-up equity share capital of your Company stands at 13,71,20,830/-.

3. DIVIDEND

Y our Directors at the Board Meeting held on ^th May,19 2025 have recommended dividend @200% ( 4 per equity share of 2/- each), as against 200% dividend for the previous year, on the paid-up Equity Share Capital of 1,371.20 Lakh, resulting in an outgo of 2,742.41 Lakh for your Company ( 2,742.41 Lakh for previous year).

4. RE SERVES paid The Reserves of your Company stood increased to 1,662 crore on standalone basis at the end of the year under review as against 1,611 crore for the previous year.

5. OPER ATIONS

During the year under review, on standalone basis, your Company achieved sales volume at 4,40,136 KLs/MTs as against 4,18,404 KLs/MTs achieved during FY 2023-2024. Your Companys sales turnover increased during the FY 2024-2025 which stood at 3,787 crore against 3,708 crore in the

FY 2023-2024. Your Company achieved net profit before tax of 166 crore during the FY 2024-2025 as against 267 crore during the previous year.

The drop in profits was primarily due to a fall in prices of Base Oils which are the main raw materials for your Company, which adversely impacted your Companys inventory holdings. Further, your Companys international business was impacted by logistic challenges with escalated freights and limited frequency on routes due to global uncertainties during the year.

During the FY 2024-2025, your Companys Wind

Power Plants situated in the states of Maharashtra,

Karnataka and Tamil Nadu generated a total of 80.40

MU against 86.73 MU generated in the previous year. During the year under review, your Company did not add any new projects to its Wind Portfolio.

6. SUB SIDIARY COMPANIES, JOINT

AND ASSOCIATE COMPANIES

A s on^st March,31 2025, your Company had one subsidiary company viz. Savita GreenTec Limited. There has been no material change in the nature of business of the subsidiary company during FY 2024-2025.

The report on the financial position of the subsidiary company as per Section 129(3) of the Companies Act,

2013 is provided in Form No. AOC-1, which is enclosed as a separate annexure to the Financial Statements.

7. P UBLIC DEPOSITS

Y our Company has not accepted any deposits from public or its employees during the year under review.

8. P ARTICULARS OF LOANS, GUARANTEES INVESTMENTS

D etails of Loans, Guarantees and covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

9. C ORPORATE GOVERNANCE

C orporate Governance Report along with

Certificate from the Secretarial Auditors of your

Company regarding compliance of the conditions of Corporate Governance pursuant to requirements as stipulated by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this Report.

10. DIREC TORS

A s per provisions of Section 152 of the Companies in Act, 2013, Mr. Vishal Sood (DIN: 10734919), Director of the Company retires by rotation at the ensuing Annual General Meeting of your Company and being eligible offers himself for re-appointment.

Profile of Mr. Vishal Sood has been detailed in the

Explanatory Statement annexed to the Notice of the ensuing Annual General Meeting. Your Directors recommend re-appointment of Mr. Vishal Sood as the Whole-time Director of your Company.

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet with the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. KE Y MANAGERIAL PERSONNEL

During the year under review, Mr. Gautam N.

Mehra, Managing Director of your Company,

Mr. Siddharth G. Mehra, Whole-time Director, Mr. Vishal Sood, Whole-time Director, Mr. Uday C. Rege, Company Secretary & Chief Legal Officer and Mr. Sanjeev Madan, Chief Financial Officer were the

Key Managerial Personnel of your Company.

Remuneration and other details of the said Key

Managerial Personnel for the financial year ended the 31^st March, 2025 are attached to the Boards Report.

12. BO ARD COMMITTEES

OR All decisions pertaining to the constitution of

Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board of Directors of your Company.

Details of the role and composition of the Committees of the Company, including the number of meetings held during the financial year and attendance at a meetings, are provided in the Corporate Governance Section of the Annual Report.

13. NUMBER OF MEETINGS

The Board of Directors of your Company met 6 times during FY 2024-2025. The Board Meetings were held on 1^st April, 2024, 11^th May, 2024, 3^rd August, 2024, 27^th August, 2024, 12^th November, 2024 and

13^th February, 2025. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee of your Company met 4 times on

11^th May, 2024, 3^rd August, 2024, 12^th November, 2024 and 13^th February, 2025 during the FY 2024-2025.

Stakeholders Relationship Committee of your

Company met 4 times on 11^th May, 2024, 3^rd August, 2024, 12^th November, 2024 and 13^th February, 2025 during the FY 2024-2025.

Nomination and Remuneration Committee of your Company met 2 times on 11^th May, 2024 and 3^rd August, 2024 during the FY 2024-2025.

Risk Management Committee of your Company met

2 times on 11^th May, 2024 and 12^th November, 2024 during the FY 2024-2025.

CSR & ESG Committee of your Company met 2 times on 11^th May, 2024 and 12^th November, 2024 during the FY 2024-2025.

14. DIREC TORS RESPONSIBILITY STATEMENT

In ac cordance with the provisions of Section the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 ^st March, 2025 and of statement of profit and loss of your

Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the internal financial controls have been laid down to be followed by your Company and such controls are adequate and are operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

15. PERF ORMANCE EVALUATION

Pur suant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee for the FY 2024-2025 was carried out by your Company.

For the FY 2024-2025, the performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out separately by the Independent Directors.

The Directors expressed their satisfaction with the 134(5) of evaluation process.

16. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of your Company met on 13^th February, 2025 interalia, to discuss:

i) Evaluation of performance of Non-Independent

Directors and the Board of Directors of your Company as a whole;

ii) Evaluation of performance of the Chairman of your Company, taking into views of Executive and Non-Executive Directors;

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

17. MANA GERIAL REMUNERATION

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure. The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 will be provided upon request by any Member of your Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of your Company.

18. NOMINATION AND REMUNERATION POLICY

The r evised Nomination and Remuneration recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of your Company in its Meeting held on 1^st April, 2024 is adopted by your Company. The Remuneration Policy of your Company is attached to this Report as a separate annexure and the same can be accessed by clicking on the weblink https://www.savita.com/ about/remuneration-policy.php

19. C SR POLICY

The r evised Corporate Social Responsibility recommended by the CSR Committee and approved by the Board of Directors of your Company in its Meeting held on 19^th May, 2025 is adopted by your

Company. The same can be accessed by clicking on the weblink https://www.savita.com/about/ corporate-social-responsibility.php

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31 ^st March, 2025 is attached to this Report as a separate annexure.

20. L ISTING AND OTHER REGULATORY

AGAINST YOUR COMPANY, IF ANY

Y our Companys shares continue to be listed on

Limited and National Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the FY 2025-2026 have been paid by your

Company on time.

There were no significant or material orders passed by any of the regulators or courts or tribunals impacting the going concern status and your Companys operations in future.

21. TR ANSFER TO INVESTOR EDUCATION

PROTECTION FUND

During the year, your Company has transferred

12.44 Lakh towards unclaimed Dividend as against 5.41 Lakh towards unclaimed Dividend in the previous year to the Investor Education and Protection Fund, which amount was due and payable for the FY 2016-2017 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 125 of the Companies Act, 2013.

Your Company has intimated to the Shareholders who had not claimed dividends for the past 7 years to claim the dividends forthwith failing which their shares would stand transferred to the IEPF Authority after 15 ^th October, 2025.

22.PolicyKE Y FINANCIAL RATIOS

K ey Financial Ratios for the financial year 31^st March, 2025, are provided in the Management Discussion and Analysis Report which is annexed hereto and forms a part of the Boards Report.

23. S TATUTORY AUDITORS

The Members of your Company, at the 61^st Annual General Meeting held on 29^th September, 2022 had re-appointed G. D. Apte & Company, Chartered

Accountants (Firm Registration No. 100515W) as the Policy Statutory Auditors of the Company for the second term of 5 years to hold office from the conclusion of the ensuing 61^st Annual General Meeting until the conclusion of the 66^th Annual General Meeting of the Company.

24. A UDITORS REPORT

The Auditors Report to the Members on the of your Company for the financial year ended

31^st March, 2025 is attached to this Report and does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Auditors to the Audit Committee or Board.

25. SECRE TARIAL AUDIT REPORT

BSE Secr etarial Audit for the FY 2024-2025 was by MP & Associates, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is attached as a separate annexure to this Report and does not contain any qualification, reservation or adverse remark. The Company has complied with the applicable provisions of Secretarial Standards.

In compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) AND Regulations, 2015, the Audit Committee and Board of Directors at their respective meetings held on 19^th May, 2025, subject to approval of the Shareholders, recommended the appointment of MP & Associates, Company Secretaries in Practice as

Secretarial Auditors of the Company to hold office for a term of 5 (five) years commencing from the financial year 2025-2026 till the financial year 2029-2030.

MP & Associates, Company Secretaries in Practice confirmed their eligibility and qualification required under the Companies Act, 2013 for holding the office as Secretarial Auditors of the Company.

26. C OST AUDIT

Kale & Associates, Cost Accountants resigned as Cost

Auditors of your Company for FY 2024-2025 due to domesticreasonsoftheproprietor,Mrs.SampadaKale, vide resignation letter dated 6^th May, 2025. The Board of Directors places on record its appreciation for the services provided by Kale & Associates over the years to your Company as Cost Auditors.

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 19^th May, 2025 has appointed M/s. Kishor Bhatia and Associates, Cost Accountants (Firm Registration No. 000294) as Cost

Auditors of your Company for the FY 2024-2025 and FY 2025-2026. In terms of the provisions of Section

148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the Members. Accordingly, necessary resolutions are proposed at the ensuing Annual

General Meeting for ratification of the remuneration payable to the Cost Auditors for the FY 2024-2025 and FY 2025-2026. The Company has prepared and maintained the cost records as specified by the

Central Government under Section 148(1) of the Companies Act, 2013.

27. RI SK MANAGEMENT

In ac cordance with the provisions of SEBI Obligations and Disclosure Requirements)

Regulations, 2015, your Company has Risk

Management Committee in operation to oversee the Risk Management of your Company in line with your Companys Risk Framework and a detailed Policy to cover risk assessments, identification of various significant risks and mitigation plans to address the identified risks. Your Companys Risk

Management Policy continues to be displayed on the website and the same can be accessed by clicking on the weblink https://www.savita.com/about/ risk-management-policy.php

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Y our Companys internal control systems are in with size, scale and complexity of its operations. The Audit Committee has been vigilant and has supervises the scope and authority of the Internal Audit function in your Company as a continuing exercise. Your Company also hires services of external agency for periodically carrying out internal audit in areas identified by the Audit Committee from time to time, as is prescribed under the law. Such internal audit reports are considered at each of the Audit Committee Meetings where significant audit observations are discussed in detail and action plans narrating corrective actions are then suggested to be taken thereon by the concerned departments. The actions taken are reviewed by the

Audit Committee at their subsequent meetings.

29. VIGIL MECHANISM

Y our Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy framed for the purpose is uploaded on the website and the same can be accessed by clicking on the weblink https:// www.savita.com/about/whistle-blower-policy.php

30. DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Dividend Distribution Policy of your Company. The Dividend Distribution Policy is uploaded on the website and the same can be accessed by clicking on the weblink https://www.savita.com/ uploads/Dividend-Distribution-Policy.pdf

31. REL ATED PARTY TRANSACTIONS

The Audit Committee scrutinises and approves all (Listing related party transactions attracting compliance under Section 188 and/or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 before placing them for Boards approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of your Company is uploaded on the website and the same can be accessed by clicking on the weblink https:// www.savita.com/about/policy-for-dealing-with-related-party.php

line The disclosures on related party transactions too are made in the Financial Statements of your Company from time to time.

32. E XTRACT OF ANNUAL RETURN

The web link for the Annual Return in prescribed MGT-7 is uploaded on the website of your Company i.e., www.savita.com. The same can be accessed by clicking on the web link https://www.savita.com/ investors/pdfs/Draft-Form-MGT-7-Annual-Return-for-FY-2024-25.pdf

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In c ompliance with the relevant provisions (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and

Sustainability Report describing the initiatives taken by your Company from an environmental, social and governance perspective is attached herewith as a separate Annexure.

34. SE XUAL HARASSMENT GRIEVANCES

During the year under review, there were no grievances reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

(a) number of complaints of sexual harassment received in the year – Nil

(b) number of complaints disposed off during the year – Nil

(c ) number of cases pending for more than ninety days – Nil

35. MA TERNITY BENEFIT ACT, 1961

Y our Company has complied with the of the Maternity Benefit Act, 1961 during the year under review.

36. INDUSTRIAL RELATIONS

Form The industrial relations continued to be generally peaceful and cordial during the year.

37. C ONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under of SEBI the Companies (Accounts) Rules, 2014, is given as an annexure forming part of this Report.

38. MATERIAL CHANGES

Ther e have been no material changes and commitments affecting the financial position of your Company since the close of the financial year i.e., 31^st March, 2025. Further, it is hereby confirmed that there has been no change in the nature of the business of your Company.

39. ACKNOWLEDGEMENTS

Y our Directors are grateful for the encouragement, support and co-operation received from all stakeholders of your Company including members, customers, suppliers, government authorities, banks and all other associates and also wish to thank them for the trust reposed in the Management. Your Directors are also grateful to all the employees for their commitment and contribution to the welfare of your Company.

For and on behalf of the Board

Gautam N. Mehra

Managing Director

(DIN:00296615)

Mumbai

7th August, 2025